exv10w2



 





GUARANTY


EXHIBIT 10.2


            GUARANTY, dated as of June 29, 2004, by GUARDIAN ASSETS, INC. (“Guardian”)
and each other entity that becomes a party hereto pursuant to Section 23
(Additional Guarantors) hereof (Guardian and such other entities each a
“Guarantor” and, collectively, the “Guarantors”), in favor of the
Administrative Agent, each Lender, each Issuer and each other holder of an
Obligation (as each such term is defined in the Credit Agreement referred to
below) (each a “Guarantied Party” and, collectively, the “Guarantied Parties”).



W I T N E S S E T H:




            WHEREAS, pursuant to the Credit Agreement dated as of June 29, 2004
(together with all appendices, exhibits and schedules thereto and as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”; unless otherwise defined herein, capitalized terms
defined therein and used herein having the meanings given to them in the Credit
Agreement) among AMKOR TECHNOLOGY, INC. (the “Borrower”), the Lenders and
Issuers party thereto and CITICORP NORTH AMERICA, INC., as agent for the
Lenders and Issuers, the Lenders and Issuers have severally agreed to make
extensions of credit to the Borrower upon the terms and subject to the
conditions set forth therein;



            WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;



            WHEREAS, each Guarantor will receive substantial direct and indirect
benefits from the making of the Loans, the issuance of the Letters of Credit
and the granting of the other financial accommodations to the Borrower under
the Credit Agreement; and



            WHEREAS, a condition precedent to the obligation of the Lenders and the
Issuers to make their respective extensions of credit to the Borrower under the
Credit Agreement is that each Guarantor shall have executed and delivered this
Guaranty for the benefit of the Guarantied Parties;



            NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:



            Section 1 Guaranty



            (a) To induce the Lenders to make the Loans and the Issuers to issue
Letters of Credit, each Guarantor hereby absolutely, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, the full
and punctual payment when due, whether at stated maturity or earlier, by reason
of acceleration, mandatory prepayment or otherwise in accordance herewith or
any other Loan Document, of all the Obligations, whether or not from time to
time reduced or extinguished or hereafter increased or incurred, whether or not
recovery may be or hereafter may become barred by any statute of limitations,
whether or not enforceable as against the Borrower, whether now or hereafter
existing, and whether due or to become due, including principal, interest
(including interest at the contract rate applicable upon default accrued or
accruing after the commencement of any proceeding under the Bankruptcy Code,
whether or not such interest is an allowed claim in such proceeding), fees and
costs of collection. This Guaranty constitutes a guaranty of payment and not
of collection.



 









 





GUARANTY

AMKOR TECHNOLOGY, INC.




            (b) Each Guarantor further agrees that, if (i) any payment made by
Borrower or any other person and applied to the Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent
or preferential or otherwise required to be refunded or repaid, or (ii) the
proceeds of Collateral are required to be returned by any Guarantied Party to
the Borrower, its estate, trustee, receiver or any other party, including any
Guarantor, under any bankruptcy law, equitable cause or any other Requirement
of Law, then, to the extent of such payment or repayment, any such Guarantor’s
liability hereunder (and any Lien or other Collateral securing such liability)
shall be and remain in full force and effect, as fully as if such payment had
never been made. If, prior to any of the foregoing, this Guaranty shall have
been cancelled or surrendered (and if any Lien or other Collateral securing
such Guarantor’s liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender), this Guaranty (and such Lien or
other Collateral) shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of any such Guarantor in respect of the amount
of such payment (or any Lien or other Collateral securing such obligation).



            Section 2 Limitation of Guaranty



            Any term or provision of this Guaranty or any other Loan Document to the
contrary notwithstanding, the maximum aggregate amount of the Obligations for
which any Guarantor shall be liable shall not exceed the maximum amount for
which such Guarantor can be liable without rendering this Guaranty or any other
Loan Document, as it relates to such Guarantor, subject to avoidance under
applicable law relating to fraudulent conveyance or fraudulent transfer
(including Section 548 of the Bankruptcy Code or any applicable provisions of
comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case
after giving effect (a) to all other liabilities of such Guarantor, contingent
or otherwise, that are relevant under such Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Guarantor in respect
of intercompany Indebtedness to the Borrower to the extent that such
Indebtedness would be discharged in an amount equal to the amount paid by such
Guarantor hereunder) and (b) to the value as assets of such Guarantor (as
determined under the applicable provisions of such Fraudulent Transfer Laws) of
any rights to subrogation, contribution, reimbursement, indemnity or similar
rights held by such Guarantor pursuant to (i) applicable Requirements of Law,
(ii) Section 3 (Contribution) of this Guaranty or (iii) any other Contractual
Obligations providing for an equitable allocation among such Guarantor and
other Subsidiaries or Affiliates of the Borrower of obligations arising under
this Guaranty or other guaranties of the Obligations by such parties.



            Section 3 Contribution



            To the extent that any Guarantor shall be required hereunder to pay a
portion of the Obligations exceeding the greater of (a) the amount of the
economic benefit actually received by such Guarantor from the Revolving Loans
and (b) the amount such Guarantor would otherwise have paid if such Guarantor
had paid the aggregate amount of the Obligations (excluding the amount thereof
repaid by the Borrower) in the same proportion as such Guarantor’s net worth at
the date enforcement is sought hereunder bears to the aggregate net worth of
all the Guarantors at the date enforcement is sought hereunder, then such
Guarantor shall be reimbursed by such other Guarantors for the amount of such
excess, pro rata, based on the respective net worths of such other Guarantors
at the date enforcement hereunder is sought.






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GUARANTY

AMKOR TECHNOLOGY, INC.


            Section 4 Authorization; Other Agreements



            The Guarantied Parties are hereby authorized, without notice to, or demand
upon, any Guarantor, which notice and demand requirements each are expressly
waived hereby, and without discharging or otherwise affecting the obligations
of any Guarantor hereunder (which obligations shall remain absolute and
unconditional notwithstanding any such action or omission to act), from time to
time, to do each of the following:



            (a) supplement, renew, extend, accelerate or otherwise change the time for
payment of, or other terms relating to, the Obligations, or any part of them,
or otherwise modify, amend or change the terms of any promissory note or other
agreement, document or instrument (including the other Loan Documents) now or
hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them, including any increase or decrease of principal or the rate of
interest thereon;



            (b) waive or otherwise consent to noncompliance with any provision of any
instrument evidencing the Obligations, or any part thereof, or any other
instrument or agreement in respect of the Obligations (including the other Loan
Documents) now or hereafter executed by the Borrower and delivered to the
Guarantied Parties or any of them;



            (c) accept partial payments on the Obligations;



            (d) receive, take and hold additional security or collateral for the
payment of the Obligations or any part of them and exchange, enforce, waive,
substitute, liquidate, terminate, abandon, fail to perfect, subordinate,
transfer, otherwise alter and release any such additional security or
collateral;



            (e) settle, release, compromise, collect or otherwise liquidate the
Obligations or accept, substitute, release, exchange or otherwise alter, affect
or impair any security or collateral for the Obligations or any part of them or
any other guaranty therefor, in any manner;



            (f) add, release or substitute any one or more other guarantors, makers or
endorsers of the Obligations or any part of them and otherwise deal with the
Borrower or any other guarantor, maker or endorser;



            (g) apply to the Obligations any payment or recovery (x) from the
Borrower, from any other guarantor, maker or endorser of the Obligations or any
part of them or (y) from any Guarantor in such order as provided herein, in
each case whether such Obligations are secured or unsecured or guaranteed or
not guaranteed by others;



            (h) apply to the Obligations any payment or recovery from any Guarantor of
the Obligations or any sum realized from security furnished by such Guarantor
upon its indebtedness or obligations to the Guarantied Parties or any of them,
in each case whether or not such indebtedness or obligations relate to the
Obligations; and



            (i) refund at any time any payment received by any Guarantied Party in
respect of any Obligation, and payment to such Guarantied Party of the amount
so refunded shall be fully guaranteed hereby even though prior thereto this
Guaranty shall have been cancelled or surrendered (or any release or
termination of any Collateral by virtue thereof), and such prior cancellation
or surrender shall not diminish, release, discharge, impair or otherwise affect
the



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GUARANTY

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obligations of any Guarantor hereunder in respect of the amount so
refunded (and any Collateral so released or terminated shall be reinstated with
respect to such obligations);




even if any right of reimbursement or subrogation or other right or remedy of
any Guarantor is extinguished, affected or impaired by any of the foregoing
(including any election of remedies by reason of any judicial, non-judicial or
other proceeding in respect of the Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor).




            Section 5 Guaranty Absolute and Unconditional



            Each Guarantor hereby waives any defense of a surety or guarantor or any
other obligor on any obligations arising in connection with or in respect of
any of the following and hereby agrees that its obligations under this Guaranty
are absolute and unconditional and shall not be discharged or otherwise
affected as a result of any of the following:



            (a) the invalidity or unenforceability of any of the Borrower’s
obligations under the Credit Agreement or any other Loan Document or any other
agreement or instrument relating thereto, or any security for, or other
guaranty of the Obligations or any part of them, or the lack of perfection or
continuing perfection or failure of priority of any security for the
Obligations or any part of them;



            (b) the absence of any attempt to collect the Obligations or any part of
them from the Borrower or other action to enforce the same;



            (c) failure by any Guarantied Party to take any steps to perfect and
maintain any Lien on, or to preserve any rights to, any Collateral;



            (d) any Guarantied Party’s election, in any proceeding instituted under
chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of
the Bankruptcy Code;



            (e) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the
Bankruptcy Code;



            (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or
any portion of any Guarantied Party’s claim (or claims) for repayment of the
Obligations ;



            (g) any use of cash collateral under Section 363 of the Bankruptcy Code;



            (h) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding;



            (i) the avoidance of any Lien in favor of the Guarantied Parties or any of
them for any reason;



            (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment
of debt, liquidation or dissolution proceeding commenced by or against the
Borrower, any Guarantor or any of the Borrower’s other Subsidiaries, including
any discharge of, or bar or stay against collecting, any Obligation (or any
part of them or interest thereon) in or as a result of any such proceeding;



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GUARANTY

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            (k) failure by any Guarantied Party to file or enforce a claim against the
Borrower or its estate in any bankruptcy or insolvency case or proceeding;



            (l) any action taken by any Guarantied Party if such action is authorized
hereby;



            (m) any election following the occurrence of an Event of Default by any
Guarantied Party to proceed separately against the personal property Collateral
in accordance with such Guarantied Party’s rights under the UCC or, if the
Collateral consists of both personal and real property, to proceed against such
personal and real property in accordance with such Guarantied Party’s rights
with respect to such real property; or



            (n) any other circumstance that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor or any other obligor on
any obligations, other than the payment in full of the Obligations.



            Section 6 Waivers



            Each Guarantor hereby waives diligence, promptness, presentment, demand
for payment or performance and protest and notice of protest, notice of
acceptance and any other notice in respect of the Obligations or any part of
them, and any defense arising by reason of any disability or other defense of
the Borrower. Each Guarantor shall not, until the Obligations are irrevocably
paid in full and the Revolving Credit Commitments have been terminated, assert
any claim or counterclaim it may have against the Borrower or set off any of
its obligations to the Borrower against any obligations of the Borrower to it.
In connection with the foregoing, each Guarantor covenants that its obligations
hereunder shall not be discharged, except by complete performance.



            Section 7 Reliance



            Each Guarantor hereby assumes responsibility for keeping itself informed
of the financial condition of the Borrower and any endorser and other guarantor
of all or any part of the Obligations, and of all other circumstances bearing
upon the risk of nonpayment of the Obligations, or any part thereof, that
diligent inquiry would reveal, and each Guarantor hereby agrees that no
Guarantied Party shall have any duty to advise any Guarantor of information
known to it regarding such condition or any such circumstances. In the event
any Guarantied Party, in its sole discretion, undertakes at any time or from
time to time to provide any such information to any Guarantor, such Guarantied
Party shall be under no obligation (a) to undertake any investigation not a
part of its regular business routine, (b) to disclose any information that such
Guarantied Party, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (c) to make any other or
future disclosures of such information or any other information to any
Guarantor.



            Section 8 Waiver of Subrogation and Contribution Rights



            Until the Obligations have been irrevocably paid in full and the Revolving
Credit Commitments have been terminated, the Guarantors shall not enforce or
otherwise exercise any right of subrogation to any of the rights of the
Guarantied Parties or any part of them against the Borrower or any right of
reimbursement or contribution or similar right against the Borrower by



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GUARANTY

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reason of this Agreement or by any payment made by any Guarantor in
respect of the Obligations.




            Section 9 Subordination



            Each Guarantor hereby agrees that any Indebtedness of the Borrower now or
hereafter owing to any Guarantor, whether heretofore, now or hereafter created
(the “Guarantor Subordinated Debt”), is hereby subordinated to all of the
Obligations and that, except as permitted under Section 7.6 (Prepayment of
Indebtedness; Modification of Related Documents) of the Credit Agreement, the
Guarantor Subordinated Debt shall not be paid in whole or in part until the
Obligations have been paid in full and this Guaranty is terminated and of no
further force or effect. No Guarantor shall accept any payment of or on
account of any Guarantor Subordinated Debt at any time in contravention of the
foregoing. Upon the occurrence and during the continuance of an Event of
Default, the Borrower shall pay to the Administrative Agent any payment of all
or any part of the Guarantor Subordinated Debt and any amount so paid to the
Administrative Agent shall be applied to payment of the Obligations as provided
in Section 2.12(f) (Payments and Computations) of the Credit Agreement. Each
payment on the Guarantor Subordinated Debt received in violation of any of the
provisions hereof shall be deemed to have been received by such Guarantor as
trustee for the Guarantied Parties and shall be paid over to the Administrative
Agent immediately on account of the Obligations, but without otherwise
affecting in any manner such Guarantor’s liability hereof. Each Guarantor
agrees to file all claims against the Borrower in any bankruptcy or other
proceeding in which the filing of claims is required by law in respect of any
Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to
all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails
to file such claim at least ten Business Days prior to the last date on which
such claim should be filed, such Guarantor hereby irrevocably appoints the
Administrative Agent as its true and lawful attorney-in-fact and is hereby
authorized to act as attorney-in-fact in such Guarantor’s name to file such
claim or, in the Administrative Agent’s discretion, to assign such claim to and
cause proof of claim to be filed in the name of the Administrative Agent or its
nominee. In all such cases, whether in administration, bankruptcy or
otherwise, the person or persons authorized to pay such claim shall pay to the
Administrative Agent the full amount payable on the claim in the proceeding,
and, to the full extent necessary for that purpose, each Guarantor hereby
assigns to the Administrative Agent all of such Guarantor’s rights to any
payments or distributions to which such Guarantor otherwise would be entitled.
If the amount so paid is greater than such Guarantor’s liability hereunder, the
Administrative Agent shall pay the excess amount to the party entitled thereto.
In addition, each Guarantor hereby irrevocably appoints the Administrative
Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights
in connection with any bankruptcy proceeding or any plan for the reorganization
of the Borrower.



            Section 10 Default; Remedies



            The obligations of each Guarantor hereunder are independent of and
separate from the Obligations. If any Obligation is not paid when due, or
during the continuance of any Event of Default hereunder or during the
continuance of any default by the Borrower as provided in any other instrument
or document evidencing all or any part of the Obligations, the Administrative
Agent may, at its sole election, proceed directly and at once, without notice,
against any Guarantor to collect and recover the full amount or any portion of
the Obligations then due, without first proceeding against the Borrower or any
other guarantor of the Obligations, or against any Collateral under the Loan
Documents or joining the Borrower or any other



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GUARANTY

AMKOR TECHNOLOGY, INC.




guarantor in any proceeding against any Guarantor. At any time after
maturity of the Obligations, the Administrative Agent may (unless the
Obligations have been irrevocably paid in full), without notice to any
Guarantor and regardless of the acceptance of any Collateral for the payment
hereof, appropriate and apply toward the payment of the Obligations (a) any
indebtedness due or to become due from any Guarantied Party to such Guarantor
and (b) any moneys, credits or other property belonging to such Guarantor at
any time held by or coming into the possession of any Guarantied Party or any
of its respective Affiliates.




            Section 11 Irrevocability



            This Guaranty shall be irrevocable as to the Obligations (or any part
thereof) until the Revolving Credit Commitment has been terminated and all
monetary Obligations then outstanding have been irrevocably repaid in cash, at
which time this Guaranty shall automatically be cancelled. Upon such
cancellation and at the written request of any Guarantor or its successors or
assigns, and at the cost and expense of such Guarantor or its successors or
assigns, the Administrative Agent shall execute in a timely manner a
satisfaction of this Guaranty and such instruments, documents or agreements as
are necessary or desirable to evidence the termination of this Guaranty.



            Section 12 Setoff



            Upon the occurrence and during the continuance of an Event of Default,
each Guarantied Party and each Affiliate of a Guarantied Party may, without
notice to any Guarantor and regardless of the acceptance of any security or
collateral for the payment hereof, appropriate and apply toward the payment of
all or any part of the Obligations (a) any indebtedness due or to become due
from such Guarantied Party or Affiliate to such Guarantor and (b) any moneys,
credits or other property belonging to such Guarantor, at any time held by, or
coming into, the possession of such Guarantied Party or Affiliate.



            Section 13 No Marshalling



            Each Guarantor consents and agrees that no Guarantied Party or Person
acting for or on behalf of any Guarantied Party shall be under any obligation
to marshal any assets in favor of any Guarantor or against or in payment of any
or all of the Obligations.



            Section 14 Enforcement; Amendments; Waivers



            No delay on the part of any Guarantied Party in the exercise of any right
or remedy arising under this Guaranty, the Credit Agreement, any other Loan
Document or otherwise with respect to all or any part of the Obligations, the
Collateral or any other guaranty of or security for all or any part of the
Obligations shall operate as a waiver thereof, and no single or partial
exercise by any such Person of any such right or remedy shall preclude any
further exercise thereof. No modification or waiver of any provision of this
Guaranty shall be binding upon any Guarantied Party, except as expressly set
forth in a writing duly signed and delivered by the party making such
modification or waiver. Failure by any Guarantied Party at any time or times
hereafter to require strict performance by the Borrower, any Guarantor, any
other guarantor of all or any part of the Obligations or any other Person of
any provision, warranty, term or condition contained in any Loan Document now
or at any time hereafter executed by any such Persons and delivered to any
Guarantied Party shall not waive, affect or diminish any right of any
Guarantied Party at any time or times hereafter to demand strict performance
thereof and such



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GUARANTY

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right shall not be deemed to have been waived by any act or knowledge of
any Guarantied Party, or its respective agents, officers or employees, unless
such waiver is contained in an instrument in writing, directed and delivered to
the Borrower or such Guarantor, as applicable, specifying such waiver, and is
signed by the party or parties necessary to give such waiver under the Credit
Agreement. No waiver of any Event of Default by any Guarantied Party shall
operate as a waiver of any other Event of Default or the same Event of Default
on a future occasion, and no action by any Guarantied Party permitted hereunder
shall in any way affect or impair any Guarantied Party’s rights and remedies or
the obligations of any Guarantor under this Guaranty. Any determination by a
court of competent jurisdiction of the amount of any principal or interest
owing by the Borrower to a Guarantied Party shall be conclusive and binding on
each Guarantor irrespective of whether such Guarantor was a party to the suit
or action in which such determination was made.




            Section 15 Successors and Assigns



            This Guaranty shall be binding upon each Guarantor and upon the successors
and assigns of such Guarantors and shall inure to the benefit of the Guarantied
Parties and their respective successors and assigns; all references herein to
the Borrower and to the Guarantors shall be deemed to include their respective
successors and assigns. The successors and assigns of the Guarantors and the
Borrower shall include, without limitation, their respective receivers,
trustees and debtors-in-possession. All references to the singular shall be
deemed to include the plural where the context so requires.



            Section 16 Representations and Warranties; Covenants



            Each Guarantor hereby (a) represents and warrants that the representations
and warranties as to it made by the Borrower in Article IV (Representations and
Warranties) of the Credit Agreement are true and correct on each date as
required by Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of
Credit) of the Credit Agreement and (b) agrees to take, or refrain from taking,
as the case may be, each action necessary to be taken or not taken, as the case
may be, so that no Default or Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Guarantor.



            Section 17 Governing Law



            This Guaranty and the rights and obligations of the parties hereto shall
be governed by, and construed and interpreted in accordance with, the law of
the State of New York.



            Section 18 Submission to Jurisdiction; Service of Process



            (a) Any legal action or proceeding with respect to this Guaranty, and any
other Loan Document, may be brought in the courts of the State of New York or
of the United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, each Guarantor hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably
waive any objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens, that any of them may now or hereafter have
to the bringing of any such action or proceeding in such respective
jurisdictions.



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GUARANTY

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            (b) Each Guarantor hereby irrevocably consents to the service of any and
all legal process, summons, notices and documents in any suit, action or
proceeding brought in the United States of America arising out of or in
connection with this Guaranty or any other Loan Document by the mailing (by
registered or certified mail, postage prepaid) or delivering of a copy of such
process to such Guarantor care of the Borrower at the Borrower’s address
specified in Section 10.8 (Notices, Etc.) of the Credit Agreement. Each
Guarantor agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.



            (c) Nothing contained in this Section 18 (Submission to Jurisdiction;
Service of Process) shall affect the right of the Administrative Agent or any
other Guarantied Party to serve process in any other manner permitted by law or
commence legal proceedings or otherwise proceed against a Guarantor in any
other jurisdiction.



            (d) If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder in Dollars into another currency, the parties
hereto agree, to the fullest extent they may effectively do so, that the rate
of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase Dollars with such other
currency at the spot rate of exchange quoted by the Administrative Agent at
11:00 a.m. (New York time) on the Business Day preceding that on which final
judgment is given, for the purchase of Dollars, for delivery two Business Days
thereafter.



            Section 19 Certain Terms



            The following rules of interpretation shall apply to this Guaranty: (a)
the terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer
to this Guaranty as a whole and not to any particular Article, Section,
subsection or clause in this Guaranty, (b) unless otherwise indicated,
references herein to an Exhibit, Article, Section, subsection or clause refer
to the appropriate Exhibit to, or Article, Section, subsection or clause in
this Guaranty and (c) the term “including” means “including without limitation”
except when used in the computation of time periods.



            Section 20 Waiver of Jury Trial



            EACH OF THE ADMINISTRATIVE AGENT, THE OTHER GUARANTIED PARTIES AND EACH
GUARANTOR IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS GUARANTY AND ANY OTHER LOAN DOCUMENT.



            Section 21 Notices



            Any notice or other communication herein required or permitted shall be
given as provided in Section 10.8 (Notices, Etc.) of the Credit Agreement and,
in the case of any Guarantor, to such Guarantor in care of the Borrower.



            Section 22 Severability



            Wherever possible, each provision of this Guaranty shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent



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of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Guaranty.




            Section 23 Additional Guarantors



            Each of the Guarantors agrees that, if, pursuant to Section 6.9(a)
(Additional Collateral and Guaranties) of the Credit Agreement, the Borrower
shall be required to cause any Subsidiary that is not a Guarantor to become a
Guarantor hereunder, or if for any reason the Borrower desires any such
Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and
deliver to the Administrative Agent a Guaranty Supplement in substantially the
form of Exhibit A (Guaranty Supplement) attached hereto and shall thereafter
for all purposes be a party hereto and have the same rights, benefits and
obligations as a Guarantor party hereto on the Closing Date.



            Section 24 Collateral



            Each Guarantor hereby acknowledges and agrees that its obligations under
this Guaranty are secured pursuant to the terms and provisions of the
Collateral Documents executed by it in favor of the Administrative Agent, for
the benefit of the Secured Parties, and covenants that it shall not, except as
otherwise permitted under the Credit Agreement, grant any Lien with respect to
its Property in favor, or for the benefit, of any Person other than the
Administrative Agent, for the benefit of the Secured Parties.



            Section 25 Costs and Expenses



            Each Guarantor agrees to pay or reimburse the Administrative Agent and
each of the other Guarantied Parties upon demand for all out-of-pocket costs
and expenses, including reasonable attorneys’ fees (including allocated costs
of internal counsel and costs of settlement), incurred by the Administrative
Agent and such other Guarantied Parties in enforcing this Guaranty or any
security therefor or exercising or enforcing any other right or remedy
available in connection herewith or therewith.



            Section 26 Waiver of Consequential Damages



            EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR
PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.



            Section 27 Release



            The Administrative Agent, at the request and sole expense of the Borrower,
shall execute and deliver all releases or other documents reasonably necessary
or desirable to release any Guarantor from its obligations hereunder in
connection with any sale or other disposition made of such Guarantor which is
permitted by the Credit Agreement (or permitted pursuant to a waiver or consent
of a transaction otherwise prohibited by the Credit Agreement).



10









 





GUARANTY

AMKOR TECHNOLOGY, INC.




            Section 28 Entire Agreement



            This Guaranty, taken together with all of the other Loan Documents
executed and delivered by the Guarantors, represents the entire agreement and
understanding of the parties hereto and supersedes all prior understandings,
written and oral, relating to the subject matter hereof.



[SIGNATURE PAGES FOLLOW]




11









 








            IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantors
as of the day and year first set forth above.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	GUARDIAN ASSETS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ KENNETH JOYCE



Name: Kenneth Joyce
	

	 	 	 	Title: Chief Financial Officer







[SIGNATURE PAGE TO GUARANTY OF AMKOR TECHNOLOGY INC.’S CREDIT AGREEMENT]




 









 





GUARANTY

AMKOR TECHNOLOGY, INC.




ACKNOWLEDGED AND AGREED

as of the date first above written:




CITICORP NORTH AMERICA, INC.

as Administrative Agent




	 	 	 
	By:
	 	/s/ SUZANNE
CRYMES



	Name:	 	Suzanne
Crymes
	Title:	 	Vice President






[SIGNATURE PAGE TO GUARANTY OF AMKOR TECHNOLOGY INC.’S CREDIT AGREEMENT]




 









 








EXHIBIT A

TO

GUARANTY




FORM OF GUARANTY SUPPLEMENT




            The undersigned hereby agrees to be bound as a Guarantor for purposes of
the Guaranty, dated as of June 29, 2004 (the “Guaranty”), among GUARDIAN
ASSETS, INC. and certain other Subsidiaries of AMKOR TECHNOLOGY, INC. from time
to time party thereto as Guarantors and acknowledged by Citicorp North America,
Inc., as Administrative Agent, and the undersigned hereby acknowledges receipt
of a copy of the Guaranty and the Credit Agreement. The undersigned hereby
represents and warrants that each of the representations and warranties
contained in Section 16 (Representations and Warranties; Covenants) of the
Guaranty applicable to it is true and correct on and as the date hereof as if
made on and as of such date. Capitalized terms used herein but not defined
herein are used with the meanings given them in the Guaranty.



            In witness whereof, the undersigned has caused this Guaranty Supplement to
be duly executed and delivered as of                    ,           .



	 	 	 	 	 
	 
	 	 	 	 
	 	 	[NAME OF GUARANTOR]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

Name:
	

	 	 	 	Title:







ACKNOWLEDGED AND AGREED

as of the date first above written:




CITICORP NORTH AMERICA, INC.

as Administrative Agent




By: ___________________________

Name:

Title: